It was almost dark when Twilight walked out of the library and looked at the newspaper that laid in front of her door. She picked it up and brought it inside. "October 31: Hordes of ponies are walking out of cities." she read aloud. She didn't read the rest of it though. She just laid it on her desk and walked to her closet. She found her costume that Rarity brought by the day before. Today was Nightmare Night. A night for the young ponies, and Pinkie Pie, to go out and get candy.

She tried to forget about the letter the Princess had sent her, but it kept creeping into her mind. She couldn't help herself. She put on the costume and looked in the mirror. She had chosen to go as Dumbledeer this year because it would work better than her Star Swirl the Bearded costume and it didn't require many changes, other than a few design changes that Rarity had fixed. Instead of stars and bells surrounding her costume, it was laced with a gold thread that showed off the sparks that ran across the dress and her hat was lined with hanging stars.

"Well, Twilight, it's time to go to the party. I'm sure you'll forget all about the letter once you are having fun with your friends." she said to herself. Spike had already gone out with the others to get candy, which meant Twilight was heading to the party alone this year. She walked downstairs and out the door. The homes around Ponyville were covered in spooky decorations. Some had skeletons hanging from the trees while others used tombstones to cover their porches. None compared to Sugar Cube Corner though.

"Pinkie Pie, you've outdone yourself this year." Twilight said to herself. The rafters were decorated with skeletons and spiders, while the entrance had a Pinkie Pie upgraded spider jumper that launched spider covered cupcakes at unsuspecting ponies. The window had a Slendermare figure looking through it with the illusion of static. Twilight was about to knock on the door when she heard a familiar voice behind her.

"Howdy, Twilight." Applejack said as she walked up next to her.

"Applejack! I didn't expect you to be here. How are you?" Twilight asked.

"Ah'm fine. Granny thought it would be a good idea for me to get away from the barn and out with some friends. So, Ah'm here to have fun. If that's possible." she said with her head hung low.

Twilight put a hoof on her shoulder. "It's Pinkie Pie, AJ. I'm sure she can cheer you up."

Applejack gave a small smile and looked to Twilight. "Ah sure hope so. Do you know if Rarity and the others are comin'?" she asked.

"Rarity is at home watching Sweetie Belle. Rainbow Dash is supposed to stop by, but is probably off scaring some poor ponies like last year." Twilight said with a light chuckle. "And Fluttershy should be here. She said she was going to show up a little after everything got started so she could avoid the rush of ponies to the bakery."

"Ah see. Well, Ah sure hope Sweetie Belle will be okay. She was good friends with Applebloom." Applejack said.

"Let's go in and see what Pinkie's up to. I heard she had a surprise for all of us." Twilight said as she knocked on the door. After a few seconds, the door opened and out jumped a candy covered pink pony.

"Hi girls! Come in, come in! We are just about to start the blood drinking contest!" Pinkie Pie yelled. Twilight observed all the other ponies around her in their costumes. She saw ninjas, elves, and, of course, zombies. Lots of zombies. She turned away and looked back at the enthusiastic pink mare that seemed as if she didn't have a worry in the world. "So, who wants to go first? Anyone? Oh, I know! I'll go first! And then second, and then third, and then after the punch we can go and begin the Pin the Tail on the Orc contest!" she exclaimed.

Twilight rolled her eyes at all the ridiculous names Pinkie began to call out. The heart toss, which was just a red egg being tossed into a vampony's mouth, the blood drinking contest, which was just punch, and the most nightmarish of them all, the showing of Twilight Breaking Dawn. Twilight hated being teased about that movie and her name. She didnt really hate the movie, just the endless array of comments about it. Applejack was talking to Fluttershy, who had only come because she was worried about her, so Twilight snuck off to the party snacks.

She walked over to the punch bowl and grabbed a glass. After pouring herself her drink, she took a sip and puckered. She should have known that Pinkie was going to put something in the punch that didnt belong. She put the cup down and went to find Rainbow Dash. It was fairly easy to spot her, since she was still donning the same Shadowbolt outfit as last year. She was talking to Scootaloo who was sitting in a corner. She was all alone without her friends there. From the looks of it, she hadn't heard about Applebloom yet, but was excited that Rainbow Dash was talking to her.

"Hi Rainbow." she said as she walked up to them. Rainbow looked at her with a look of relief.

"Hey, Twilight!" she said. From the look on her face, it seemed as if she was trying to tell her what happened, but was unable to bring herself to it. "How are you?" she asked.

"I'm fine. Considering." Twilight said, wanting to see if her subtle statement would get through to her.

Twilight guessed it did by the way she nodded at her. Rainbow glanced to Scootaloo. "She doesn't know." she mouthed to her. "So what you think of Pinkie's party? Out did herself didn't she?" she asked Scootaloo.

"Yeah! Totally!" she exclaimed.

"Anything here scare you?" Twilight asked.

"Pssh! Scare me? I'm not scared! I'm tough, like Rainbow Dash!" she boasted.

"You sure about that squirt? There's not a thing in the world that can scare me!" Rainbow Dash said.

"Ponies should be scared of me! I'm the toughest pony here! Well, you know, next to you Rainbow Dash." Scootaloo said.

"Heh, that's right." she said.

"Where's Sweetie Belle? She said she would be at the part tonight. And Applebloom. I thought she was supposed to be back from Manehattan a few days ago?" Scootaloo said.

Twilight and Rainbow looked to each other. "Umm... You see, squirt..." Rainbow started. She looked to Twilight for help.

"Applebloom is..." she started but stopped herself. She always admired Scootaloo's pride despite her handicap. It was something you didn't see a lot of fillies her age have. Telling her about Applebloom would crush her, and Twilight didn't think she had the ability to do that to this orange bundle of joy.

"Let's find Applejack. I'm sure she can tell you." Rainbow Dash said. Twilight glared at her, but she shrugged Twilight off as she left with Scootaloo to find Applejack.

She was still talking to Fluttershy, who had obviously been crying recently. Applebloom was brought up again I see. Twilight thought. She didn't want to see what would happen when Scootaloo found out, but she didn't want to leave Rainbow Dash alone with her.

"Hey AJ." Rainbow said. Applejack turned and looked at her and the small filly by Rainbow's side. She gave her a look and Rainbow nodded her head.

Applejack sighed and lowered her head to be eye level with Scootaloo. "Why don't you come with me? There's somethin' Ah gotta tell ya'." Applejack said. Scootaloo ran off with her into a back room where they could talk in peace.

"How do you think she is going to handle the news?" Twilight asked Rainbow.

"I'm not sure. If it were me, I'd probably lose it. It'd be like losing one of you." she said as she nudged Twilight.

"I know what you mean." Twilight said.

"Think we should make sure everything's alright with her when she's told?" Rainbow asked.

"No. Let's leave it to them and if we're needed, we'll know." she said. They walked away from the room and looked for Fluttershy. They bumped into a pony dressed as a zombie. He let out a moan and continued on his way, limping past them. "Some ponies take the roleplaying a little too far." Twilight said.

"You know it. Who are you supposed to be? That one Starburst pony?" Rainbow Dash said.

"His name was Star Swirl the Bearded. And no, I'm Dumbledeer. You know, from Mare and Potter? The book about the Unicorn who goes to Pigfarts to study magic? I let you borrow it last month! Did you even read it?" Twilight asked.

"Oh. That. Yeah it didn't really catch my attention. It wasn't like Daring Do." Rainbow Dash said.

"Don't you ever read anything else?!" Twilight exclaimed.

"Not really. No pony is cooler than Daring Do!" she said.

Twilight rolled her eyes. "It's time for the costume contest!" she heard Pinkie shout in glee. "Every pony gather around to be frightened by all of the creepy ghouls here!" she said, trying to sound scary, but when she laughed, she ruined the "scary" atmosphere.

"Might as well see what crazy costumes ponies made this year." Twilight said. They walked to the bakery's front entrance where Pinkie had constructed a stage of some sorts. It was a large circular stage that was decorated with bats and ghosts. The first pony to take the stage was disguised as a character from Immortal Combat. After him, a filly walked up in a Mare White costume with a bright red apple.

"Come on, ponies! I want to see some really spooky costumes!" Pinkie exclaimed again. This time, a vampony walked up on stage and hissed at the crowd. Pinkie laughed and hissed back. Another pony took the stage as a werepony. Of course, this sparked a small battle of cries over who was better. Team Coltward, or Team Jackmane. They walked off the stage hissing and growling at each other.

"These are all great costumes! But where's the ones who look real?" she cried out again, trying to liven up the crowd a little. Then, a small green pony walked onto the stage, moaning and growling. He sounded real and made everypony there cheer. "Now this is what I'm talking about!" Pinkie cheered.

"Dang, I'm impressed! He looks just like a real zombie!" Rainbow exclaimed.

"It's weird too. Like, I'm kind of nervous about him." Twilight said.

"Aw don't worry. It's just a pony in a costume." Rainbow said. "If you're scared of a little disguise, I don't think you'd last three days in an actual zombie apocalypse."

"I'll have you know that I know more about zombies than you think." she responded.

"Wow! I can even smell him!" Pinkie said, drawing back Rainbow and Twilight's attention. The pony had walked a little closer to her, moaning and growling even louder. "Haha! It's almost like he's real!"

There was a sudden scream as he jumped on the pink pony, biting and tearing at her neck. She screeched in pain as the creature ripped and tore at her throat. Twilight and Rainbow Dash were standing there shocked by what they were seeing. Twilight quickly got back into focus and ran up to the stage. She kicked the deranged pony off of her friend and threw him against the wall.

"Pinkie Pie! Are you okay?" Twilight asked the pink mare that was on the ground. She convulsed as blood began to pour from her open esophagus. More ponies began to scream as they saw the sight. "Pinkie!" Twilight exclaimed again. The pink mare looked up at her and reached out with her hoof. She dropped it to the ground, breathing out one last breath before dying.

No... No no no no no! She thought to herself.

"Twilight! What happened?" Rainbow asked as she flew over. She looked at Pinkie and gasped in shock. "Pinkie..." she said slowly. The entire crowd was preoccupied with viewing the body that nopony noticed the zombie stand up from the wall and attack a stallion in the front row. He let out a mangled cry as the zombie bit him and tore his foreleg clean off. The crowd screamed and began to run wildly across the room.

"Rainbow Dash! Find Fluttershy and the others! Get them to the Library and barricade yourselves in!" Twilight commanded.

"But what about-" Rainbow began to say.

"Just do it! We don't know how many there are!"

Rainbow Dash flew off into the crowd searching for her friends. Twilight began to slow down her thoughts so she could think through them as she ran for Applejack and Scootaloo. Great. So the biting has finally reached Ponyville. To make matters worse, the pony who is biting them is about four times as strong as any of us. He is on a biting spree and looks just like a zombie. she thought. She found Applejack and Scootaloo behind the bakery counter. "Applejack! Scootaloo! We need to get out of here!" Twilight exclaimed.

"What in the hay is goin' on here Twi?!" Applejack shouted.

"No time to explain! Just get to the library and make sure that Fluttershy and Rainbow Dash are there! Barricade yourselves in when you are all there!" she ordered.

"How will you get in then?" Scootaloo asked as she heard Rainbow Dash's name.

"I'm a unicorn. I'll just teleport in." Twilight said with a light smile. She didn't want to frighten this filly anymore than she already was. "Now go. There isn't much time."

The two of them jumped out of a window while the other ponies were trampling over each other trying to get out the exit. Twilight, using her magic, teleported out of the room and outside the bakery. The chaos was starting to spread outside as well. There were a number of ponies who were walking around groaning and biting. "Are you serious? How..." Twilight said, surprised by how many more there were out there. She ran for the Carousal Boutique to grab Rarity and Sweetie Belle. Hopefully, the creatures had yet to make it there.

She ran hard and fast, avoiding all other ponies that she could. She had forgotten about her costume and noticed that it had gotten very muddy and trashed as she was running through the panic. Rarity will just have to deal with it. she thought. She arrived at the Boutique and kicked down the door. The two ponies were huddled together and jumped at the sound.

"Twilight? What on earth are you-" Rarity started to say before she saw the costume she had worked hard to fix. "What the-" Twilight cut her off.

"No time for that Rarity! We need to get back to the library! There's something going on in Ponyville and I need all the help I can get. Bring Sweetie Belle. It isn't safe for her to be alone right now." Twilight explained without letting either of them get a word in. "If we're lucky, the others are already there."

"Twilight, what's happening?" Sweetie Belle asked.

"I don't know, but for now you need to follow Rarity and I to the library." Twilight replied. Sweetie Belle looked to her older sister with red eyes.

"It'll be alright, darling. I've got you." Rarity said as she lifted Sweetie Belle onto her back.

"Wait!" she shouted and jumped off her sister's back and ran to her room.

"Sweetie Belle!" Twilight called out to her. "Ugh, we don't have time for this!"

"Twilight, what in the name of Celestia is going on here? I just calmed her down after hearing about Applebloom, and I don't need her to be anymore upset." Rarity whispered.

"You know about those bitings that have been going around Equestria? Well, it's here, and I have a feeling bath salts aren't involved. There was one at the party and he didn't seem...alive. I looked at him and he felt like death." Twilight whispered back as Sweetie Belle ran out with Smarty Pants. Twilight looked at Sweetie Belle confused. "When did you get that? I thought Big Mac had it."

"He did. But he gave it to Applebloom after she had some very bad nightmares. Before she left...she gave it..." Sweetie Belle began to cry softly as she hugged Smarty Pants. Rarity gave her a quick hug and put her on her back once more.

"You hold tightly to me and Smarty Pants, Sweetie. Everything's alright." she said. She nodded to Twilight and they ran out of the Boutique. As they ran back through Ponyville, Twilight saw how quickly the panic had spread. Buildings were being ransacked as the biting creatures began to bite ponies off to the side. Most had tried to fight, hitting and kicking at their bodies, but the creatures didn't seem to notice it.

"Hurry!" Twilight called out.

"Rarity...Why are these ponies biting each other? Why is that one missing her leg..." Sweetie Belle asked shakily as she took in the sights around her.

"Sweetie Belle, close your eyes. You remember that old nursery rhyme mom and dad used to say to you? The one after you had a nightmare?" Rarity asked. Sweetie Belle nodded her head. "Say it with me. Hop hop hop, go and never stop. Where it's smooth and where it's stony, trot along little pony. Go and never stop. Hop hop hop hop hop." she said, trying to get her sister to get her mind away from the disturbing images.

Sweetie Belle began to sing along and hugged Smarty Pants even tighter. They passed Sugar Cube Corner, which was basically a pit of fire now. "Pinkie..." Twilight whispered to herself. They kept running and made it to the library.

Rarity got there first and tried to kick the door down. "Why won't it budge?" she asked Twilight.

"Good, everyone else is here. Get ready to-" Twilight said but got cut off by Rarity screaming at her.

"Behind you!"

Twilight turned around and screamed as she saw one of the creatures lunge at her. She shot a quick magic bolt at her and sent her flying into a hay stack behind her. She stood back up, out of the hay, uninjured and walking back towards the girls. "That should have at least knocked her unconscious!" Twilight shouted in surprise. She was able to see the pony more clearly and noticed that she was covered in blood and had a large portion of her side removed. Twilight saw the ribs of the pony and held down her instinct to vomit.

She hit her again with a bolt and she simply flew back and stood right back up. "How..." Twilight stammered. This time, she charged her magic and waited for the creature to get about five yards in front of her. She aimed her magic at the creature's head and released the magic bolt. The creature went flying and slammed into the ground, only this time, she didn't stand back up.

"Twilight, what did you just do to that barbaric...thing?" Rarity asked.

"I...I don't know...I think I killed it..." Twilight stammered. She looked at the unmoving body and winced as she got a glimpse at the Cutie Mark. Three candies.

"Sweetie, are you okay?" Rarity asked Twilight.

"Yeah...I'm...I'm fine. Let's get inside." she said. Twilight charged up her teleportation spell and zapped all three of them into the library.